<\/span><\/h2>\n\n\n\nWhenever a higher percentage of board members vote in favor of a\nresolution is known as Ordinary Resolution\u2014the resolution approved by more than\n50% of the members available at the Annual General Meeting. <\/p>\n\n\n\n
The following modes should pass it.<\/strong><\/p>\n\n\n\nShow of hands<\/h3>\n\n\n\n
The resolution inclined to vote must be decided by the show of hands\nunless the poll is demanded. In such an event, Chairman of the company may ask\nthe board members to cast votes by raising their hands. When asked, the board\nmembers raise one hand each, and finally, the Chairman evaluates the total vote\nand decides who is against and with the resolution. This voting method is\ncommonly used in almost all companies pan India. <\/p>\n\n\n\n
Polling<\/h3>\n\n\n\n
Under the poll system, the voting is done according to the voting rights\nmentioned under the article of association. The member who holds a higher\nnumber of shares is more likely to become a part of this voting system. <\/p>\n\n\n\n
The notice regarding the meeting shall be given to the relevant board\nmembers. In addition to this, the absentees’ members would not hold any value\nin this meeting, nor were they eligible to cast a vote. Radically, the\nordinary resolution is passed at AGM (Annual General Meeting) in the presence\nof the board member. <\/p>\n\n\n\n
- Selection of decisive accounts.<\/li>
- Announcement of the dividend.<\/li>
- Directors hiring or retirement. <\/li>
- Auditors hiring or retirement and fixing their remuneration.<\/li><\/ul>\n\n\n\n
Certain items come under the category\nof an ordinary resolution.<\/strong><\/p>\n\n\n\nThose are as follows:- <\/strong><\/strong><\/p>\n\n\n\n- Central\nGovernment is directing the company to change its name as per [Section 16\n(1)].<\/strong><\/li>
- Some\ndegree of change in the Share capital as per [Section 61 (1)].<\/strong><\/li>
- Announcement\nof the bonus shares [Section 63 (2)].<\/strong><\/li>
- Removal of\na director under the command of Tribunal under Section 169 (1).<\/strong><\/li><\/ul>\n\n\n\n
<\/span>What is Special Resolution? <\/span><\/h2>\n\n\n\nSpecial Resolution (SR) is a resolution that seeks the majority of votes\nfrom the board members to come into the action. Approval of the special\nResolution can only be possible in the case when the votes cast in favor is\nthree times greater than the vote cast against it. The special resolution only\ncomes into action when it is approved at the AGM. <\/p>\n\n\n\n
The notice regarding the general meeting must be given to the members,\nand the notice should clarify the Special Resolution’s scope and the intention.<\/p>\n\n\n\n
The following purposes fall in the\ncategory of special resolutions.<\/strong><\/p>\n\n\n\n- Any sort of alteration in the Objects Clause of Memorandum of Association to change the object clause. (Section 17)<\/strong><\/li>
- Voluntary winding up of the organization. (section 484)<\/strong><\/li>
- Removal of the company’s registered office. (section 146).<\/strong><\/li>
- Payment of interest out of share capital to defray the expenses of construction (section 208)<\/strong><\/li>
- Investigation of the company affairs by the inspector appointed by the Government (section 237).<\/strong><\/li>
- Payment of remuneration to the Director based on the percentage of the profit (section 309(4))<\/strong><\/li>
- Enabling any board member or Director of the company to hold the office of profit (section 314)<\/strong><\/li>
- To render unlimited liabilities of its Directors, Managers, or treasures by changing clause of the memorandum. (section 323)<\/strong><\/li>
- Handling mismanagement by terminating concerned officials (section 338)<\/strong><\/li>
- Appointment of managers to sell the company’s product outside India (section 358)<\/strong><\/li>
- Creation of reserve liabilities in a case when the company wound up its operation (Section 99)<\/strong>. <\/li>
- Disposing importance documentation as per the guidelines of the company (section 550).<\/strong><\/li>
- Permitting the managers to engage with the business which is identical and serve the same area of interest (Section 375).<\/strong> <\/li>
- Rendering loan security to the person of the other company under the same management (section 370). <\/strong><\/li>
- Providing time extension for the repayment of the loan, which otherwise not possible under section 370 (Section 370 A). <\/strong><\/li>
- Change concerning Memorandum of Association.<\/li>
- Feasible changes in the Articles of Association.<\/li>
- Significant degradation of the share capital with the consent of the court or articles.<\/li>
- Alternation in the contract mentioned in the prospectus.<\/li>
- Re-alteration of the shareholders’ rights.<\/li>
- Cranking up the number of directors. <\/li>
- Termination of an auditor. <\/li>
- Buy-back of shares.<\/li><\/ul>\n\n\n\n
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<\/figure><\/div>\n\n\n\n![\"Notice](\"https:\/\/corpbiz.io\/learning\/wp-content\/uploads\/2020\/06\/image-144.png\")
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